X0202 4 2008-02-12 0 0001316656 Dresser-Rand Group Inc. DRC 0001248334 WINKLER JOSEPH C C/O DRESSER-RAND GROUP INC. 1200 W. SAM HOUSTON PARKWAY N. HOUSTON, TX 77043 1 0 0 0 Common Stock 2008-02-12 4 A 0 2598 0.00 A 4318 D Grant of restricted shares of Common Stock pursuant to the Dresser-Rand Group Inc. 2005 Directors Stock Incentive Plan (the "Plan"), exempt under Rule 16b-3. Restricted shares become vested over three years as follows: 1,299 shares on February 12, 2009, 649 shares on February 12, 2010, and 650 shares on February 12, 2011. They will also become vested upon death, disability (as defined in the Plan), the reporting person's 65th birthday or a change in control (as defined in the Plan). Includes restricted shares. /s/ Mark F. Mai, Attorney-in-Fact 2008-02-13